Going Public On The OTC Market
OTCQB
To be eligible to be quoted on the OTCQB, all companies will be required to:
Meet a minimum closing bid price on OTC Markets of $.01 for each of the last 30 calendar days;
In the event that there is no prior public market and a 15c2-11 application has been submitted to FINRA by a market maker, OTC Markets can waive the bid requirement at its sole discretion;
In the event that a Company is a seasoned public issuer that completed a reverse stock split within 6 months prior to applying to the OTCQB, the Company must have a post reverse split minimum bid price of $.01 at the close of business on each of the 5 consecutive trading days immediately before applying to the OTCQB;
In the event the Company is moving to the OTCQB from the OTCQX, it must have a minimum closing bid price of $.01 for at least one (1) of the 30 calendar days immediately preceding;
Companies may not be subject to bankruptcy or reorganization proceedings the Company’s application;
Either be subject to the reporting requirements of the Securities Exchange Act of 1934 and be current in such reporting obligations or, if an international issuer, be eligible to rely on the registration exemption found in Exchange Act Rule 12g-2(b) and be current and compliant in such requirements or be a bank current in its reporting obligations to its bank regulator;
Not be in bankruptcy or reorganization proceedings;
Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which it is organized and does business;
Submit an application and pay an application and annual fee;
Maintain a current and accurate company profile on the OTC Markets website;
Use an SEC registered transfer agent and authorize the transfer agent to provide information to OTC Markets about the Company securities, including but not limited to, shares authorized, shares issued and outstanding, and share issuance history; and
Submit an OTCQB Annual Certification confirming the accuracy of the current company profile and providing information on officers, directors and controlling shareholders.
All companies are required to post their initial disclosure on the OTC Markets website and make an initial certification. The initial disclosure includes:
Confirmation that the Company is current in its SEC reporting obligations and has filed all reports with the SEC, that all financial statements have been prepared in accordance with U.S. GAAP, and that the auditor opinion is not adverse, disclaimed or qualified;
International Companies – (i) Companies subject to the Exchange Act reporting requirements must be current in such reports; (ii) A company that is not an SEC Reporting Company must be current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), if applicable, and shall have posted in English through the OTC Disclosure & News Service or an Integrated Newswire, the information required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b) for the preceding 24 months (or from inception if less than 24 months); and all financial statements have been prepared in accordance with U.S. GAAP and that the auditor opinion is not adverse, disclaimed or qualified;
Verification that the Company profile is current, complete and accurate;
All companies will be required to file an initial and annual certification on the OTC Markets website, signed by the CEO and/or CFO, stating:
The company’s reporting standing (i.e., whether SEC reporting, bank reporting or international reporting) and briefly describing the registration status of the company;
If the Company is an International Company and relying on 12g3-2(b), that it is current in such obligations;
That the company is current in its reporting obligations to its regulator and that such information is available either on EDGAR or the OTC Markets website;
States the law firm and/or attorneys that assist the company in preparing its annual report or 10-K;
Confirms that the company profile on the OTC Markets website is current and complete;
Identifies any third-party providers engaged by the Company, its officers, directors or controlling shareholders, during the prior fiscal year and up to the date of the certification, to provide investor relations services, public relations services, stock promotion services or related services;
Confirms the total shares authorized, outstanding and in the public float as of that date; and
Names and shareholdings of all officers and directors and shareholders that beneficially own 5% or more of the total outstanding shares, including beneficial ownership of entity shareholders.
An application to OTCQB can be delayed or denied at OTC Markets’ sole discretion if they determine that admission would be likely to impair the reputation or integrity of OTC Markets Group or be detrimental to the interests of investors.
